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A-2019-089-01 DEC D 2 IS ESTOPPEL CERTIFICATE (2800 N. Mainplace Dr, Santa Ana, CA 92705 O &fb) 2727 N. Mainplace Dr, Santa Ana, CA 92705) M;oh moo (kr-) THIS ESTOPPEL CERTIFICATE (this "Certificate") is made and entered into as of the Z day of/riubGs� , 2024, by the CITY OF SANTA ANA, a California municipal corporation (the "City"). RECITALS A. Mainplace Shoppingtown LLC, a Delaware limited liability company ("Developer"), and the City are parties to that certain Development Agreement No. 2018-02 recorded on July 24, 2019 as Document No. 2019000265786 in the Official Records of Orange County, California (the "Development Agreement"). Capitalized terms not otherwise defined herein shall have the meanings given to them in the Development Agreement. B. The Development Agreement pertains to certain real property located in the City of Santa Ana, Orange County, California (the "Development"), which Development includes that certain real property more particularly described on Exhibit A attached hereto (the "Property"). C. The City (i) understands that Developer will be obtaining a loan (the "Loan") from Powerscourt Investments 60, LP, a Delaware limited partnership (together with its successors and assigns, "Lender") pursuant to that certain Loan Agreement dated on or about the date hereof, by and between Developer and Lender, which Loan shall be secured by that certain Fee and Leasehold Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated on or about the date hereof, executed by Developer, Mainplace MF 1, LLC, a Delaware limited liability company, and CMF MP South LLC, a Delaware limited liability company (as the same may be amended, restated or supplemented from time to time, the "Lien Instrument"), and Lender will be relying on the truth and accuracy of the matters described in this Certificate in making the Loan and (ii) agrees that this Certificate may be relied upon by, and shall inure to the benefit of, Lender and its successors and assigns (including, without limitation, a purchaser at or after foreclosure with respect to the Loan) and that this Certificate shall be binding upon the City. ESTOPPEL The above Recitals are incorporated herein and made a part hereof. 2. By executing this Certificate, the City certifies to Lender, to the knowledge of the certifying party, that the following statements are true, correct and complete as of the date hereof a. The Development Agreement is in full force and effect and no default or event of default exists thereunder. b. The Development Agreement has not been amended or modified either orally or in writing except as set forth in the Recitals. ESTOPPEL CERTIFICATE —Page 1